At the Extraordinary General Meeting held today, the resolutions set out in the
agenda were finally adopted:
1 (a) The list of the Bank's secondary names be moved from Art. 1(2) to a new
Art. 22.
(b) Addition of a new Art. 1(2):
“The Bank carries on business under the secondary names listed in Art. 22.”
(c) [Amendment to Art. 3(1) refers only to the wording of the Danish version
of the Articles of Association.]
(d) Addition of a new Art. 3(2):
“The Bank's register of members shall be maintained by VP Investor Services A/S
(VP Services A/S), business register number 30201183.”
(e) The authorisation of Art. 4(2) to be brought back to DKK 1,000 million and
expiry to be postponed from 1 March 2014 to 1 March 2015 to the effect that the
Supervisory Board shall be authorised to increase the share capital any time by
up to DKK 1,000 million to DKK 1,648 million.
(f) The authority set out in Art. 4(3) to expire on 1 March 2015 instead of 1
March 2014.
(g) Amendment to Art. 7(1) to read as follows:
“Shareholders' right to pass resolutions shall be exercised at the General
Meetings which shall be held in Silkeborg or at some other location in the
Central Jutland region”.
(h) Amendment to Art. 8(2) to read as follows:
“Any shareholder shall be entitled to have specified business transacted at the
General Meeting provided he submits a written request thereof to the Bank not
later than six weeks before the General Meeting, cf. S.90 of the Danish
Companies Act.”
(i) Amendment to Art. 9 to read that Extraordinary General Meetings shall be
held at the request of any shareholder holding at least 5 per cent of the share
capital.
(j) Amendment to the deadlines set out in Art. 10(3), Art. 10(4) and Art.
10(5), from five days to three days.
(k) Amendment to Art. 12.3: “Danish banking or company legislation” to be
replaced with “Danish financial business and company legislation”.
2 (a) [Amendment to Art. 3(1) refers only to the wording of the Danish version
of the Articles of Association.]
(b) Amendment to Art. 7(2) to read as follows:
“General Meetings shall be called by the Supervisory Board at not more than
five weeks' and not less than three weeks' notice. The notice convening the
General Meeting shall be sent to NASDAQ OMX Copenhagen A/S and announced on the
Bank's website. Notice of the General Meeting shall be given in writing to all
registered shareholders who have so requested. Notice of the General Meeting
shall be given to the group's employees.”
(c) Amendment to Art. 7(3) to read as follows:
”The notice convening the General Meeting shall state the time and place for
the General Meeting, the agenda as well as the essentials of any proposals for
amendments to the Articles of Association unless otherwise provided by
legislation or by the Articles of Association.” Moreover, the notice shall
contain
- a description of the size of the share capital and the voting rights of the
shareholders
- a description of the procedures for shareholders' participation in and voting
at the General Meeting
- the date of registration
- a clear indication of where to obtain the agenda, the full wording of the
proposed amendments to the Articles of Association, and any other documents
which must be made available at the General Meeting.”
(d) Amendment to Art. 7(4) to read as follows:
“Not later than three weeks before the General Meeting, the agenda and the full
wording of any proposals and - at Annual General Meetings - also the Annual
Report and the consolidated financial statements with the auditor's report and
the management's review - shall be available at the Bank's website.”
(e) Amendment to Article 10(4) to be extended by the following after the
second full stop:
“Proxy can be granted for an unlimited period.”
(f) Amendment to Art. 11(2) to read as follows:
“For the voting right of a share acquired through a transfer to be exercised,
the share must be registered in the name of the holder in the Bank's register
of shareholders not later than one week prior to the day scheduled for the
general meeting, or the title to such share must be notified and proven to the
Bank within that same time limit.”
3 (a) Amendment to Art. 2 to read as follows:
“The Bank's share capital is DKK 648 million divided into 64.8 million shares.
The share capital is fully paid up.”
(b) Amendment to Art. 5(1) to read as follows:
“The Bank may, following resolution by the Supervisory Board, during the period
specified in Art. 4 above, on one or more occasions raise loans against bonds
or other instruments of debt which bonds or instruments of debt shall entitle
the lender to convert his claim into shares (convertible loans). Convertible
loans shall not exceed the amount specified in Art. 4 above according to the
conversion price fixed on the raising of such loans.”
Yours sincerely,
Michael Friis
